[15] Separate Financial Information of Subsidiary Guarantors of Indebtedness

As discussed in Note 5, the Company's obligation to pay principal and interest on its 7.625% senior unsecured notes due November 1, 2018 is guaranteed on a joint and several basis by substantially all of the Company's existing and future subsidiaries that guarantee obligations under the Company's Amended Credit Agreement, with certain exceptions (the “Guarantors”). The guarantees are full and unconditional and the Guarantors are 100%-owned by the Company. The following supplemental condensed consolidating financial information reflects the summarized financial information of the Company, the Guarantors and the Company's non-guarantor subsidiaries on a combined basis.

CONDENSED CONSOLIDATING BALANCE SHEET - DECEMBER 31, 2011

(In Thousands)

	Tutor Perini Corporation		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
ASSETS
Cash and Cash Equivalents	$	134,936	$	52,492		$	16,812		$	-		$	204,240
Restricted Cash		26,985		8,452			-			-			35,437
Accounts Receivable		106,540		1,257,384			10,173			(99,066	)		1,275,031
Costs and Estimated Earnings in Excess of Billings		103,418		254,828			152			-			358,398
Deferred Income Taxes		-		-			-			-			-
Other Current Assets		53,513		48,218			2,767			(27,570	)		76,928
Total Current Assets		425,392		1,621,374			29,904			(126,636	)		1,950,034

Long-term Investments		62,311		-			-			-			62,311

Property and Equipment, net		49,343		436,921			5,113			-			491,377
Intercompany Notes and Receivables		9,232		705,371			(10,761	)		(703,842	)		-
Other Assets:
Goodwill		-		892,602			-			-			892,602
Intangible Assets, net		-		197,999			-			-			197,999
Investment in Subsidiaries		2,431,150		300			50			(2,431,500	)		-
Other		13,830		9,183			20,375			(24,584	)		18,804
	$	2,991,258	$	3,863,750		$	44,681		$	(3,286,562	)	$	3,613,127

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Maturities of Long-term Debt	$	36,105	$	23,854		$	-		$	-		$	59,959
Accounts Payable		40,072		844,664			55			(99,066	)		785,725
Billings in Excess of Costs and Estimated Earnings		58,877		325,371			34			-			384,282
Accrued Expenses and Other Current Liabilities		39,870		123,598			27,370			(27,570	)		163,268
Total Current Liabilities		174,924		1,317,487			27,459			(126,636	)		1,393,234

Long-term Debt, less current maturities		507,482		129,650			-			(24,584	)		612,548

Deferred Income Taxes		89,798		8,123			-			-			97,921

Other Long-term Liabilities		104,740		4,857			-			-			109,597

Contingencies and Commitments

Intercompany Notes and Advances Payable		714,487		(15,835	)		5,190			(703,842	)		-

Stockholders' Equity		1,399,827		2,419,468			12,032			(2,431,500	)		1,399,827

	$	2,991,258	$	3,863,750		$	44,681		$	(3,286,562	)	$	3,613,127

CONDENSED CONSOLIDATING BALANCE SHEET - DECEMBER 31, 2010

(In Thousands)

	Tutor Perini Corporation			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
ASSETS
Cash and Cash Equivalents	$	222,156		$	220,086	$	29,136		$	-		$	471,378
Restricted Cash		23,550			-		-			-			23,550
Accounts Receivable		116,718			802,059		643			(38,806	)		880,614
Costs and Estimated Earnings in Excess of Billings		83,337			55,960		152			-			139,449
Deferred Income Taxes		3,515			222		-			-			3,737
Other Current Assets		9,833			22,784		9,993			(296	)		42,314
Total Current Assets		459,109			1,101,111		39,924			(39,102	)		1,561,042

Long-term Investments		88,129			-		-			-			88,129

Property and Equipment, net		44,065			312,965		5,407			-			362,437
Intercompany Notes and Receivables		(4,331	)		565,701		(5,196	)		(556,174	)		-
Other Assets:
Goodwill		-			621,920		-			-			621,920
Intangible Assets, net		-			132,551		-			-			132,551
Investment in Subsidiaries		1,696,321			-		-			(1,696,321	)		-
Other		8,015			4,751		375			-			13,141
	$	2,291,308		$	2,738,999	$	40,510		$	(2,291,597	)	$	2,779,220

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Maturities of Long-term Debt	$	6,198		$	15,136	$	-		$	-		$	21,334
Accounts Payable		48,139			643,462		747			(38,806	)		653,542
Billings in Excess of Costs and Estimated Earnings		20,424			179,293		33			-			199,750
Accrued Expenses and Other Current Liabilities		17,880			60,267		15,637			(296	)		93,488
Total Current Liabilities		92,641			898,158		16,417			(39,102	)		968,114

Long-term Debt, less current maturities		316,113			58,237		-			-			374,350

Deferred Income Taxes		78,525			557		-			-			79,082

Other Long-term Liabilities		36,121			8,559		-			-			44,680

Contingencies and Commitments

Intercompany Notes and Advances Payable		454,914			86,188		15,072			(556,174	)		-

Stockholders' Equity		1,312,994			1,687,300		9,021			(1,696,321	)		1,312,994

	$	2,291,308		$	2,738,999	$	40,510		$	(2,291,597	)	$	2,779,220

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

(In Thousands)

	Tutor Perini Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated

Revenues	$	300,791		$	3,630,262		$	-		$	(214,736	)	$	3,716,317
Cost of Operations		260,251			3,288,739			(13,278	)		(214,736	)		3,320,976

Gross Profit		40,540			341,523			13,278			-			395,341

General and Administrative Expenses		64,472			160,926			1,567			-			226,965

INCOME FROM CONSTRUCTION OPERATIONS		(23,932	)		180,597			11,711			-			168,376

Equity in Earnings of Subsidiaries		118,521			-			-			(118,521	)		-
Other Income (Expense), net		5,292			(919	)		48			-			4,421
Interest Expense		(32,741	)		(3,009	)		-			-			(35,750	)

Income before Income Taxes		67,140			176,669			11,759			(118,521	)		137,047

Provision for Income Taxes		19,008			(65,544	)		(4,363	)		-			(50,899	)

NET INCOME	$	86,148		$	111,125		$	7,396		$	(118,521	)	$	86,148

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2010

(In Thousands)

	Tutor Perini Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated

Revenues	$	467,259		$	2,830,896		$	(1	)	$	(98,944	)	$	3,199,210
Cost of Operations		372,737			2,593,529			(5,960	)		(98,944	)		2,861,362

Gross Profit		94,522			237,367			5,959			-			337,848

General and Administrative Expenses		50,020			114,383			1,133			-			165,536

INCOME (LOSS) FROM CONSTRUCTION OPERATIONS		44,502			122,984			4,826			-			172,312

Equity in Earnings of Subsidiaries		80,606			-			-			(80,606	)		-
Other Income (Expense), net		(1,544	)		(690	)		(46	)		-			(2,280	)
Interest Expense		(7,727	)		(2,499	)		(338	)		-			(10,564	)

Income (Loss) before Income Taxes		115,837			119,795			4,442			(80,606	)		159,468

(Provision) Credit for Income Taxes		(12,337	)		(42,072	)		(1,559	)		-			(55,968	)

NET INCOME	$	103,500		$	77,723		$	2,883		$	(80,606	)	$	103,500

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2009

(In Thousands)

	Tutor Perini Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated

Revenues	$	161,056		$	5,200,108		$	-		$	(209,198	)	$	5,151,966
Cost of Operations		130,891			4,849,166			(6,940	)		(209,198	)		4,763,919

Gross Profit		30,165			350,942			6,940			-			388,047

General and Administrative Expenses		52,999			123,064			441			-			176,504

INCOME (LOSS) FROM CONSTRUCTION OPERATIONS		(22,834	)		227,878			6,499			-			211,543

Equity in Earnings of Subsidiaries		142,849			-			-			(142,849	)		-
Other Income (Expense), net		78			1,007			13			-			1,098
Interest Expense		(3,191	)		(3,798	)		(512	)		-			(7,501	)

Income (Loss) before Income Taxes		116,902			225,087			6,000			(142,849	)		205,140

(Provision) Credit for Income Taxes		20,159			(86,218	)		(2,020	)		-			(68,079	)

NET INCOME	$	137,061		$	138,869		$	3,980		$	(142,849	)	$	137,061

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2011

(In Thousands)

	Tutor Perini Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
Cash Flows from Operating Activities:
Net income	$	86,148		$	111,125		$	7,396		$	(118,521	)	$	86,148
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		6,143			41,194			294			-			47,631
Equity in earnings of subsidiaries		(118,521	)		-			-			118,521			-
Stock-based compensation expense		8,818			-			-			-			8,818
Adjustment of investments to fair value		4,750			-			-			-			4,750
Excess income tax benefit from stock-based compensation		(18	)		-			-			-			(18	)
Deferred income taxes		8,054			2,800			-			-			10,854
Gain on sale of assets, net		(132	)		(584	)		-			-			(716	)
Gain on bargain purchase		(47	)		-			-			-			(47	)
Other assets		(659	)		58			-			-			(601	)
Other long-term liabilities		(8,868	)		(3,855	)		-			-			(12,723	)
Changes in other components of working capital		(18,898	)		(164,460	)		8,738			-			(174,620	)
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES	$	(33,230	)	$	(13,722	)	$	16,428		$	-		$	(30,524	)

Cash Flows from Investing Activities:
Acquisitions, net of cash balances acquired		(341,898	)		-			-			-			(341,898	)
Business acquisition related payments		(3,000	)		-			-			-			(3,000	)
Acquisition of property and equipment		(24,549	)		(42,198	)		-			-			(66,747	)
Proceeds from sale of property and equipment		20			10,029			-			-			10,049
Proceeds from sale of available-for-sale securities		21,200			8,991			-			-			30,191
Change in restricted cash		(3,435	)		(3,381	)		-			-			(6,816	)
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES	$	(351,662	)	$	(26,559	)	$	-		$	-		$	(378,221	)

Cash Flows from Financing Activities:
Proceeds from debt		599,832			101,921			-			-			701,753
Repayment of debt		(488,592	)		(66,377	)		-			-			(554,969	)
Excess income tax benefit from stock-based compensation		18			-			-			-			18
Issuance of common stock and effect of cashless exercise		(191	)		-			-			-			(191	)
Debt issuance costs		(5,004	)		-			-			-			(5,004	)
Increase (decrease) in intercompany advances		191,609			(162,857	)		(28,752	)		-			-
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES	$	297,672		$	(127,313	)	$	(28,752	)	$	-		$	141,607

Net Increase (Decrease) in Cash and Cash Equivalents		(87,220	)		(167,594	)		(12,324	)		-			(267,138	)
Cash and Cash Equivalents at Beginning of Year		222,156			220,086			29,136			-			471,378
Cash and Cash Equivalents at End of Year	$	134,936		$	52,492		$	16,812		$	-		$	204,240

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2010

(In Thousands)

	Tutor Perini Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
Cash Flows from Operating Activities:
Net income	$	103,500		$	77,723		$	2,883		$	(80,606	)	$	103,500
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		5,281			25,761			292			-			31,334
Equity in earnings of subsidiaries		(80,606	)		-			-			80,606			-
Stock-based compensation expense		12,752			-			-			-			12,752
Adjustment of investments to fair value		5,520			222			-			-			5,742
Excess income tax benefit from stock-based compensation		(218	)		-			-			-			(218	)
Deferred income taxes		(3,705	)		(121	)		-			-			(3,826	)
Loss on sale of assets, net		381			893			-			-			1,274
Other assets		(12	)		(74	)		-			-			(86	)
Other long-term liabilities		10,662			(15,285	)		-			-			(4,623	)
Changes in other components of working capital		5,869			(116,505	)		(8,941	)		-			(119,577	)
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES	$	59,424		$	(27,386	)	$	(5,766	)	$	-		$	26,272

Cash Flows from Investing Activities:
Acquisition of Superior Gunite, net of cash balance acquired		(30,924	)		-			-			-			(30,924	)
Business acquisition related payments		(3,000	)		(3,734	)		-			-			(6,734	)
Acquisition of property and equipment		(6,186	)		(18,781	)		(233	)		-			(25,200	)
Proceeds from sale of property and equipment		2			1,809			-			-			1,811
Proceeds from sale of available-for-sale securities		7,066			-			-			-			7,066
Change in restricted cash		(23,550	)		-			-			-			(23,550	)
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES	$	(56,592	)	$	(20,706	)	$	(233	)	$	-		$	(77,531	)

Cash Flows from Financing Activities:
Proceeds from issuance of senior unsecured notes, net of debt discount		297,774			-			-			-			297,774
Proceeds from other debt		2,463			4,340			-			-			6,803
Repayment of other long-term debt		(13,126	)		(17,246	)		(5,388	)		-			(35,760	)
Purchase of common stock under share repurchase program		(39,391	)		-			-			-			(39,391	)
Common stock dividend paid		(47,090	)		-			-			-			(47,090	)
Excess income tax benefit from stock-based compensation		218			-			-			-			218
Issuance of common stock and effect of cashless exercise		(325	)		-			-			-			(325	)
Debt issuance costs		(7,901	)		-			-			-			(7,901	)
Increase (decrease) in intercompany advances		(239,469	)		222,696			16,773			-			-
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES	$	(46,847	)	$	209,790		$	11,385		$	-		$	174,328

Net Increase (Decrease) in Cash and Cash Equivalents		(44,015	)		161,698			5,386			-			123,069
Cash and Cash Equivalents at Beginning of Year		266,171			58,388			23,750			-			348,309
Cash and Cash Equivalents at End of Year	$	222,156		$	220,086		$	29,136		$	-		$	471,378

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2009

(In Thousands)

	Tutor Perini Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
Cash Flows from Operating Activities:
Net income	$	137,061		$	138,869		$	3,980		$	(142,849	)	$	137,061
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization		4,890			33,292			325			-			38,507
Equity in earnings of subsidiaries		(142,849	)		-			-			142,849			-
Stock-based compensation expense		12,462			-			-			-			12,462
Adjustment of investments to fair value		(22	)		(17	)		-			-			(39	)
Excess income tax benefit from stock-based compensation		(28	)		-			-			-			(28	)
Deferred income taxes		(9,697	)		(844	)		-			-			(10,541	)
Loss on sale of assets, net		6			958			-			-			964
Other long-term liabilities		(3,482	)		(32,802	)		-			-			(36,284	)
Distributions greater (less) than earnings of joint ventures		(15,314	)		(731	)		-			16,045			-
Changes in other components of working capital		(69,489	)		(105,473	)		10,220			(3,407	)		(168,149	)
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES	$	(86,462	)	$	33,252		$	14,525		$	12,638		$	(26,047	)

Cash Flows from Investing Activities:
Acquisition of Keating Building Co., net of cash balance acquired		(6,900	)		-			-			-			(6,900	)
Acquisition of property and equipment		(7,804	)		(29,201	)		-			-			(37,005	)
Proceeds from sale of property and equipment		11			1,862			-			-			1,873
Proceeds from sale of land held for sale, net		-			203			-			-			203
Proceeds from sale of available-for-sale securities		3,600			41			-			-			3,641
Capital contributions from joint ventures		11,977			1,592			-			(13,569	)		-
Investment in other activities		(299	)		(2,274	)		(125	)		-			(2,698	)
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES	$	585		$	(27,777	)	$	(125	)	$	(13,569	)	$	(40,886	)

Cash Flows from Financing Activities:
Proceeds from long-term debt		135,482			44,700			-			-			180,182
Repayment of long-term debt		(134,733	)		(15,598	)		(294	)		-			(150,625	)
Proceeds from exercise of common stock options and stock purchase warrants		34			-			-			-			34
Excess income tax benefit from stock-based compensation		28			-			-			-			28
Issuance of common stock and effect of cashless exercise		139			-			-			-			139
Deferred debt costs		(688	)		-			-			-			(688	)
Increase (decrease) in intercompany advances		152,112			(154,786	)		1,743			931			-
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES	$	152,374		$	(125,684	)	$	1,449		$	931		$	29,070

Net Increase (Decrease) in Cash and Cash Equivalents		66,497			(120,209	)		15,849			-			(37,863	)
Cash and Cash Equivalents at Beginning of Year		199,674			178,597			7,901			-			386,172
Cash and Cash Equivalents at End of Year	$	266,171		$	58,388		$	23,750		$	-		$	348,309